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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2014
The Hillshire Brands Company
(Exact name of registrant as specified in charter)
Maryland
1-3344
36-2089049
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)
400 South Jefferson Street, Chicago, Illinois 60607
(Address of principal executive offices)
Registrant’s telephone number, including area code: (312) 614-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On June 9, 2014, The Hillshire Brands Company (“Hillshire”) issued a press release regarding the unilateral binding offer from
Tyson Foods, Inc., a Delaware corporation, to acquire Hillshire for $63.00 per share in cash. A copy of the press release is attached as
Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1
Press release dated June 9, 2014.
Important Information for Investors and Security Holders
This communication is not an offer to buy or the solicitation of an offer to sell any securities or a solicitation of any vote, proxy or
approval. No tender offer for the shares of Hillshire common stock has been made at this time. If a tender offer is commenced,
Hillshire will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission
(“SEC”). Investors and Stockholders are urged to read the Solicitation/Recommendation Statement on Schedule 14D-9 if and
when it becomes available, as well as other documents filed with the SEC, because they will contain important information.
These materials (when available) will be sent free of charge to Hillshire stockholders and may also be obtained from Hillshire upon
written request to the Investor Relations Department, 400 South Jefferson Street, Chicago, Illinois 60607, telephone number (312)
614-8100 or from Hillshire’s website, http://investors.hillshirebrands.com. In addition, all of these materials (and all other documents
filed with the SEC) will be available at no charge from the SEC through its website at www.sec.gov.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: June 13, 2014
THE HILLSHIRE BRANDS COMPANY
By:
/s/ Kent B. Magill
Kent B. Magill
Executive Vice President, General Counsel
and Corporate Secretary
EXHIBIT INDEX
Exhibit 99.1
Press release dated June 9, 2014.
Exhibit 99.1
Contacts:
Mike Cummins 1.312.614.8412
Media:
Investors: Melissa Napier 1.312.614.8739
HILLSHIRE BRANDS CONFIRMS RECEIPT OF UNILATERAL OFFER FROM
TYSON FOODS OFFERING $63.00 PER SHARE IN CASH
CHICAGO – June 9, 2014 – The Hillshire Brands Company (NYSE: HSH) today confirmed that it has received a unilateral binding
offer from Tyson Foods, Inc. (NYSE: TSN) to acquire all of the outstanding common shares of Hillshire Brands for $63.00 per share
in cash. The Tyson Foods offer by its terms remains in place until the earlier of the termination of the Hillshire Brands/Pinnacle
merger agreement or December 12, 2014.
As previously announced on June 3, 2014, the Hillshire Brands board, after consultation with its independent legal and financial
advisors, made the requisite determination under its agreement with Pinnacle Foods to commence discussions and negotiations with
Pilgrim’s Pride and Tyson Foods regarding their unsolicited proposals to acquire the company.
The Hillshire Brands board of directors has not approved the Tyson Foods offer, has not changed its recommendation regarding the
Pinnacle merger and is not making any recommendation with respect to the Tyson offer. Hillshire Brands does not have the right to
terminate the merger agreement with Pinnacle Foods on the basis of the Tyson Foods offer or enter into an agreement with Tyson
Foods prior to its termination. There can be no assurance that any transaction will result from the Tyson Foods offer.
Centerview Partners and Goldman, Sachs & Co. are acting as financial advisors to Hillshire Brands, and Skadden, Arps, Slate,
Meagher & Flom LLP is acting as its legal advisor.
About The Hillshire Brands Company
The Hillshire Brands Company (NYSE: HSH) is a leader in branded, convenient foods. The company generated approximately $4
billion in annual sales in fiscal 2013, has more than 9,000 employees, and is based in Chicago. Hillshire Brands’ portfolio includes
iconic brands such as Jimmy Dean, Ball Park, Hillshire Farm, State Fair, Sara Lee frozen bakery and Chef Pierre pies, as well as
artisanal brands Aidells, Gallo Salame and Golden Island premium jerky. For more information on the company, please visit
www.hillshirebrands.com.
Additional Information and Where to Find It
The proposed merger transaction involving Hillshire Brands and Pinnacle Foods will be submitted to the respective stockholders of
Hillshire Brands and Pinnacle Foods for their consideration. In connection with the proposed merger, Hillshire Brands will prepare a
registration statement on Form S-4 that will include a joint proxy statement/prospectus for the stockholders of Hillshire Brands and
Pinnacle Foods to be filed with the Securities and Exchange Commission (the “SEC”), and each will mail the joint proxy
statement/prospectus to their respective stockholders and file other documents regarding the proposed transaction with
the SEC. Hillshire Brands and Pinnacle Foods urge investors and stockholders to read the joint proxy statement/prospectus when it
becomes available, as well as other documents filed with the SEC, because they will contain important information. Investors and
security holders will be able to receive the registration statement containing the proxy statement/prospectus and other documents free
of charge at the SEC’s web site, http://www.sec.gov. These documents can also be obtained (when they are available) free of charge
from Hillshire Brands upon written request to the Investor Relations Department, 400 South Jefferson Street, Chicago, Illinois 60607,
telephone number (312) 614-8100 or from Hillshire Brands’ website, http://investors.hillshirebrands.com, or from Pinnacle Foods
upon written request to the Investor Relations Department, 399 Jefferson Road, Parsippany, New Jersey, 07054, telephone number
(973) 434-2924, or from Pinnacle Foods’ website, http://investors.pinnaclefoods.com.
Participants in Solicitation
Hillshire Brands, Pinnacle Foods and their respective directors and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of proxies from the respective stockholders of Hillshire Brands and
Pinnacle Foods in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the respective stockholders of Hillshire Brands and Pinnacle Foods in connection with the proposed
merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Hillshire
Brands’ executive officers and directors in its definitive proxy statement for its 2013 Annual Meeting of Stockholders, which was filed
with the SEC on September 12, 2013. You can find more information about Pinnacle Foods’ executive officers and directors in its
definitive proxy statement for its 2014 Annual Meeting of Stockholders, which was filed with the SEC on April 30, 2014. You can
obtain free copies of these documents from Hillshire Brands and Pinnacle Foods using the contact information above.
Non-Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.